From allison at lohutok.net Sat Feb 20 17:45:41 2021 From: allison at lohutok.net (Allison Randal) Date: Sat, 20 Feb 2021 12:45:41 -0500 Subject: [Foundation Board] bylaws change proposed for multiple Vice Chairs Message-ID: <99fef809-afdb-32aa-43dc-0af4dc72009a@lohutok.net> Hi everyone, In the January 26th board meeting, we discussed the process for electing multiple individuals to the role of Vice Chair, and noted that a small bylaws change would be necessary to make this possible. After a few rounds of refinement and legal review, here's the proposed update to the bylaws, allowing more than one Vice Chair. I've attached it as plain text, and as a PDF showing the differences in the update. The sentence about the Vice Chairs standing in for the Chairman mentions the "order" of the Vice Chairs. The intention here is that the Chairman and the Vice Chairs will set a rotation schedule, so at any point in the year everyone knows which Vice Chair is "on call" to stand in for the Chairman. This can be as simple as alternating months (for example, Alice is on call in March, Bob is on call in April, Alice is on call again in May, etc...), but leaving the schedule up to the Chairman and Vice Chairs gives us flexibility to easily change it if one of the Vice Chairs needs to swap out a month for a family holiday, or busy month at work, or whatever might come up. The alternation allows a fair division of work between the Vice Chairs. This proposed bylaws change will be up for discussion and vote in the upcoming board meeting on March 2nd. Thanks, Allison -------------- next part -------------- 5.6 Chairman of the Board. (a) The Board of Directors may elect a Chairman of the Board from among the directors. If the Board of Directors elects a Chairman of the Board, he shall perform such duties and possess such powers as are assigned to the Chairman by the Board of Directors and these Bylaws. Unless otherwise provided by the Board of Directors, he shall preside at all meetings of the Board of Directors. The term of the Chairman of the Board shall terminate upon a vote by the Board of Directors to elect a new Chairman of the Board. (b) The Board of Directors may elect one or more Vice Chairs of the Board from among the directors. If the Board of Directors elects any Vice Chairs of the Board, they shall perform such duties and possess such powers as are assigned by the Chairman of the Board or the Board of Directors, and as provided by the resolutions of the Board and these Bylaws. In the absence of the Chairman of the Board, the Vice Chair (or if there shall be more than one, the Vice Chairs in the order assigned by the Chairman of the Board) shall serve as the Chairman of the Board and preside at all meetings of the Board of Directors. The term of the Vice Chairs of the Board shall terminate upon a vote by the Board of Directors to elect new Vice Chairs of the Board. 5.7 Executive Director. The Executive Director who shall be the Chief Executive Officer of the Foundation shall, subject to the direction of the Board of Directors, have general supervision, direction and control of the business and the officers of the Foundation. He shall preside at all meetings of the Voting Class Members and, in the absence or nonexistence of a Chairman of the Board and Vice Chairs of the Board, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the chief executive officer of a corporation, including general supervision, direction and control of the business and supervision of other officers of the Foundation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. 5.8 Chief Operating Officer and Vice Presidents. (a) The Chief Operating Officer shall perform such duties and possess such powers as the Board of Directors or the Executive Director may from time to time prescribe. In the absence or nonexistence of an Executive Director, he shall preside at all meetings of the Voting Class Members and, in the absence or nonexistence of a Chairman of the Board, Vice Chairs of the Board and the Executive Director, at all meetings of the Board of Directors. In the event of the absence, inability or refusal to act of the Executive Director, the Chief Operating Officer shall perform the duties of the Executive Director and when so performing shall have all the powers of and be subject to all the restrictions upon the Executive Director. (b) Any Vice President shall perform such duties and possess such powers as the Board of Directors, the Executive Director or the Chief Operating Officer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Executive Director or the Chief Operating Officer, the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the Executive Director or the Chief Operating Officer, as appropriate, and when so performing shall have all the powers of and be subject to all the restrictions upon such officer. -------------- next part -------------- A non-text attachment was scrubbed... Name: openinfra_bylaws_vice_chair_2021-02-19.pdf Type: application/pdf Size: 16860 bytes Desc: not available URL: From amy at demarco.com Sat Feb 20 17:59:42 2021 From: amy at demarco.com (Amy) Date: Sat, 20 Feb 2021 11:59:42 -0600 Subject: [Foundation Board] bylaws change proposed for multiple Vice Chairs In-Reply-To: <99fef809-afdb-32aa-43dc-0af4dc72009a@lohutok.net> References: <99fef809-afdb-32aa-43dc-0af4dc72009a@lohutok.net> Message-ID: Allison, Do we want to take advantage of this change and either say Chair and Vice-Chair or Chairperson and Vice-Chairperson vs Chairman and Vice-Chairman? Thanks, Amy > On Feb 20, 2021, at 11:46 AM, Allison Randal wrote: > > Hi everyone, > > In the January 26th board meeting, we discussed the process for electing > multiple individuals to the role of Vice Chair, and noted that a small > bylaws change would be necessary to make this possible. > > After a few rounds of refinement and legal review, here's the proposed > update to the bylaws, allowing more than one Vice Chair. I've attached > it as plain text, and as a PDF showing the differences in the update. > > The sentence about the Vice Chairs standing in for the Chairman mentions > the "order" of the Vice Chairs. The intention here is that the Chairman > and the Vice Chairs will set a rotation schedule, so at any point in the > year everyone knows which Vice Chair is "on call" to stand in for the > Chairman. This can be as simple as alternating months (for example, > Alice is on call in March, Bob is on call in April, Alice is on call > again in May, etc...), but leaving the schedule up to the Chairman and > Vice Chairs gives us flexibility to easily change it if one of the Vice > Chairs needs to swap out a month for a family holiday, or busy month at > work, or whatever might come up. The alternation allows a fair division > of work between the Vice Chairs. > > This proposed bylaws change will be up for discussion and vote in the > upcoming board meeting on March 2nd. > > Thanks, > Allison > > > _______________________________________________ > Foundation-board mailing list > Foundation-board at lists.openstack.org > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation-board From allison at lohutok.net Sat Feb 20 18:20:16 2021 From: allison at lohutok.net (Allison Randal) Date: Sat, 20 Feb 2021 13:20:16 -0500 Subject: [Foundation Board] bylaws change proposed for multiple Vice Chairs In-Reply-To: References: <99fef809-afdb-32aa-43dc-0af4dc72009a@lohutok.net> Message-ID: Hi Amy, Good question, and we considered it, but the word Chairman is used all over the bylaws, including in protected sections. So, we decided to leave that bigger change for later, after the Diversity & Inclusion WG reviews the full bylaws. The Vice Chairs are only mentioned in these few paragraphs of the bylaws, so it's a small change, and can be made by a simple board vote. (Which makes it possible to move ahead with the Vice Chairs election for this year.) But, we did choose to use the more inclusive "Vice Chairs" instead of "Vice Chairmen" so we won't need to change this language again later. Thanks, Allison On 2/20/21 12:59 PM, Amy wrote: > Allison, > > Do we want to take advantage of this change and either say Chair and Vice-Chair or Chairperson and Vice-Chairperson vs Chairman and Vice-Chairman? > > Thanks, > > Amy > >> On Feb 20, 2021, at 11:46 AM, Allison Randal wrote: >> >> Hi everyone, >> >> In the January 26th board meeting, we discussed the process for electing >> multiple individuals to the role of Vice Chair, and noted that a small >> bylaws change would be necessary to make this possible. >> >> After a few rounds of refinement and legal review, here's the proposed >> update to the bylaws, allowing more than one Vice Chair. I've attached >> it as plain text, and as a PDF showing the differences in the update. >> >> The sentence about the Vice Chairs standing in for the Chairman mentions >> the "order" of the Vice Chairs. The intention here is that the Chairman >> and the Vice Chairs will set a rotation schedule, so at any point in the >> year everyone knows which Vice Chair is "on call" to stand in for the >> Chairman. This can be as simple as alternating months (for example, >> Alice is on call in March, Bob is on call in April, Alice is on call >> again in May, etc...), but leaving the schedule up to the Chairman and >> Vice Chairs gives us flexibility to easily change it if one of the Vice >> Chairs needs to swap out a month for a family holiday, or busy month at >> work, or whatever might come up. The alternation allows a fair division >> of work between the Vice Chairs. >> >> This proposed bylaws change will be up for discussion and vote in the >> upcoming board meeting on March 2nd. >> >> Thanks, >> Allison >> >> >> _______________________________________________ >> Foundation-board mailing list >> Foundation-board at lists.openstack.org >> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation-board From sean.mcginnis at gmail.com Sat Feb 20 18:21:08 2021 From: sean.mcginnis at gmail.com (Sean McGinnis) Date: Sat, 20 Feb 2021 12:21:08 -0600 Subject: [Foundation Board] bylaws change proposed for multiple Vice Chairs In-Reply-To: References: <99fef809-afdb-32aa-43dc-0af4dc72009a@lohutok.net> Message-ID: Maybe this is a good opportunity to update all of the gender-specific wording in the bylaws? On Sat, Feb 20, 2021 at 12:00 PM Amy wrote: > Allison, > > Do we want to take advantage of this change and either say Chair and > Vice-Chair or Chairperson and Vice-Chairperson vs Chairman and > Vice-Chairman? > > Thanks, > > Amy > > > On Feb 20, 2021, at 11:46 AM, Allison Randal > wrote: > > > > Hi everyone, > > > > In the January 26th board meeting, we discussed the process for electing > > multiple individuals to the role of Vice Chair, and noted that a small > > bylaws change would be necessary to make this possible. > > > > After a few rounds of refinement and legal review, here's the proposed > > update to the bylaws, allowing more than one Vice Chair. I've attached > > it as plain text, and as a PDF showing the differences in the update. > > > > The sentence about the Vice Chairs standing in for the Chairman mentions > > the "order" of the Vice Chairs. The intention here is that the Chairman > > and the Vice Chairs will set a rotation schedule, so at any point in the > > year everyone knows which Vice Chair is "on call" to stand in for the > > Chairman. This can be as simple as alternating months (for example, > > Alice is on call in March, Bob is on call in April, Alice is on call > > again in May, etc...), but leaving the schedule up to the Chairman and > > Vice Chairs gives us flexibility to easily change it if one of the Vice > > Chairs needs to swap out a month for a family holiday, or busy month at > > work, or whatever might come up. The alternation allows a fair division > > of work between the Vice Chairs. > > > > This proposed bylaws change will be up for discussion and vote in the > > upcoming board meeting on March 2nd. > > > > Thanks, > > Allison > > > > > > _______________________________________________ > > Foundation-board mailing list > > Foundation-board at lists.openstack.org > > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation-board > > _______________________________________________ > Foundation-board mailing list > Foundation-board at lists.openstack.org > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation-board > -------------- next part -------------- An HTML attachment was scrubbed... URL: From Arkady.Kanevsky at dell.com Sun Feb 21 18:07:00 2021 From: Arkady.Kanevsky at dell.com (Kanevsky, Arkady) Date: Sun, 21 Feb 2021 18:07:00 +0000 Subject: [Foundation Board] bylaws change proposed for multiple Vice Chairs In-Reply-To: References: <99fef809-afdb-32aa-43dc-0af4dc72009a@lohutok.net> Message-ID: Dell Customer Communication - Confidential All for gender neutral wording. -----Original Message----- From: Allison Randal Sent: Saturday, February 20, 2021 12:20 PM To: Amy Cc: foundation at lists.openstack.org; foundation-board at lists.openstack.org Subject: Re: [Foundation Board] bylaws change proposed for multiple Vice Chairs [EXTERNAL EMAIL] Hi Amy, Good question, and we considered it, but the word Chairman is used all over the bylaws, including in protected sections. So, we decided to leave that bigger change for later, after the Diversity & Inclusion WG reviews the full bylaws. The Vice Chairs are only mentioned in these few paragraphs of the bylaws, so it's a small change, and can be made by a simple board vote. (Which makes it possible to move ahead with the Vice Chairs election for this year.) But, we did choose to use the more inclusive "Vice Chairs" instead of "Vice Chairmen" so we won't need to change this language again later. Thanks, Allison On 2/20/21 12:59 PM, Amy wrote: > Allison, > > Do we want to take advantage of this change and either say Chair and Vice-Chair or Chairperson and Vice-Chairperson vs Chairman and Vice-Chairman? > > Thanks, > > Amy > >> On Feb 20, 2021, at 11:46 AM, Allison Randal wrote: >> >> Hi everyone, >> >> In the January 26th board meeting, we discussed the process for >> electing multiple individuals to the role of Vice Chair, and noted >> that a small bylaws change would be necessary to make this possible. >> >> After a few rounds of refinement and legal review, here's the >> proposed update to the bylaws, allowing more than one Vice Chair. >> I've attached it as plain text, and as a PDF showing the differences in the update. >> >> The sentence about the Vice Chairs standing in for the Chairman >> mentions the "order" of the Vice Chairs. The intention here is that >> the Chairman and the Vice Chairs will set a rotation schedule, so at >> any point in the year everyone knows which Vice Chair is "on call" to >> stand in for the Chairman. This can be as simple as alternating >> months (for example, Alice is on call in March, Bob is on call in >> April, Alice is on call again in May, etc...), but leaving the >> schedule up to the Chairman and Vice Chairs gives us flexibility to >> easily change it if one of the Vice Chairs needs to swap out a month >> for a family holiday, or busy month at work, or whatever might come >> up. The alternation allows a fair division of work between the Vice Chairs. >> >> This proposed bylaws change will be up for discussion and vote in the >> upcoming board meeting on March 2nd. >> >> Thanks, >> Allison >> >> >> _______________________________________________ >> Foundation-board mailing list >> Foundation-board at lists.openstack.org >> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation-board _______________________________________________ Foundation-board mailing list Foundation-board at lists.openstack.org http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation-board From allison at lohutok.net Tue Feb 23 17:46:32 2021 From: allison at lohutok.net (Allison Randal) Date: Tue, 23 Feb 2021 12:46:32 -0500 Subject: [Foundation Board] OpenInfra Board Meeting, 2 March 2021 7am-9am Pacific Message-ID: Foundation members, The next OpenInfra board meeting is March 2nd, at 7am US Pacific/1500 UTC. The main topics for the meeting are electing Vice Chairs of the board, and a planning session around the Board's goals and priorities for the year. Meeting date: March 2nd, 2021 Time: 7am-9am US Pacific / 1500-1700 UTC Videoconference: https://zoom.us/j/96201224963 International dial-in (audio only): https://zoom.us/zoomconference (conference ID #962 0122 4963) To join the session by phone only: +1 669 900 6833 US (San Jose) OR +1 646 876 9923 US (New York) Meeting ID: 962 0122 4963 Agenda: https://wiki.openstack.org/wiki/Governance/Foundation/2Mar2021BoardMeeting Thanks, Allison